Ultimate Spider-Man AU: What if Black Cat accepted Spidey?
by khetanisultan94
Summary: What if Felicia didn't care for the age of her spider? Personally, this seems more realistic than the awful overreaction she had in "canon" ultimate comics.


**My first ever fanfic! Both excited and nervous, lol. So I decided to do my own spin on the events of Ult. Spider-Man #85, in particular, that moment between Peter being unmasked by a very horny Black Cat. Wanted to do this, since no one has done it. A shame really. I always thought people that shipped them hated that 'moment' and would try to fix it/rewrite a different story with these two versions of them in particular. Anyways, enjoy my alternative take on USM #85.**

Peter's P.O.V

I watched the police clean up the crime scene in the street below. This had turned into another cold night on a rooftop, where I mulled over the mess that my life had become. I sighed in frustration and groaned in pain. Girls. It always came back to them. Mary Jane Watson, the love of my life, my only confidant and best friend didn't listen to me and couldn't keep herself out of harm's way. We'd broken up cause she didn't have powers and couldn't do what I could do. I had to end us before my secret life ended her. It was the responsible thing to do. That's me. Mr. Responsible. Sacrificing my personal life for the greater good. Bummer.

That then brings me to the Black Cat AKA Felicia Hardy AKA smoking hot chick in revealing catsuit that made all my spider-senses tingle. And not in a kid-friendly way. Her revealing body in that latex outfit had been very _difficult _to shrug off. Nevermind the fact that she's probably 10 years older than me. Her story was that she stole from Kingpin to get even with him due to him killing her dad. We met on the rooftops. Where she got away. But.. then she decided to put an public ad(kinda of dumb move), calling me out to meet her. At late night, I confronted her. I was supposed to tell her that stealing is wrong but damn it! She was so charming and offered me a drink and some cheese. I had to agree. But unfortunately, our date got interrupted by Elektra. After beating the crap out of me(still embarrassing), and then captured the Cat. I later learned that her father was a cat burglar named Jack Hardy, who was then killed by the Kingpin. It explained why she was stealing things from Willie. I got there in time before they could hurt any further but as soon as we got a bit farther and when Felicia threw the rock in the river, Elektra threw her sai at her, presumably killing her. I was saddened but not too much. We weren't that close in such a short time. But a month later, she showed up again and saved my ass from Hammerhead. Then she smooched me right through the mask, which I'm not gonna lie, I loved it. Craved for it. Me and MJ were over anyways. Anyways, Cat told me how she survived and was planning on using Hammerhead to crush Kingpin.

Which brings us to this. I should have known better than to side with Felicia. Of course she'd betray me. It was in her nature. Cats are fickle creatures, after all. She'd joined Hammerhead and Electra without a seconds thought about what is right or wrong, solely because they were competitors of the Kingpin. Shang Chi, Iron Fist and Moon Knight… They could have been killed! Hell, Moon Knight was injured in the mayhem. Then she switched sides again.

It turned out alright but that didn't make me any less angry. "That was disappointing on so many levels" I said to myself.

"See? And I had a damn good day, all said and.." the voice of Black Cat said excitedly, scaring me a little. "Arghh!" I yelped in surprise and turned around to see her smirking. My eyes rolled and the silence between us for a while cause her smirk to fade away. She looked down in shame.

"You know what, Felicia? Seriously, you _suck_" "I know" "That was so lame of you aiding with an idiot like that". ''I don't disagree. I was saying, I think today I ha.." "You have so much going for you, seriously! You're stunning smart, you got some sort of low-grade power, right? And this is _all _you can think to do with it? Screw with the Kingpin to the point where you'll side with guys just as bad?" I let out my irritation out on her, interrupting her from finishing her sentence. My fist clenched. I should web her up and leave her for the cops. Why don't I!? Because I have a crush? This is stupid. But here we are.

"Kingpin killed my father. It does stuff to you. But you're right, I know. I have to do more. I was half out the door on that fight and it hit me. It felt wrong. I see that now. I was wrong today. Okay?" She said with determination and apologetic tone. I wanted to sympathize but this was bullshit. When a 15 year old teen dressed in spandex knows better than a WOMAN dressed in latex, clearly something is off. "I will make it up to you." she said softly. "You wanna make it up to me? Just stay away from me!" I replied, not particularly in mood for her sexual advances. Angry and disappointed, I turned and started to leave. "Hey! I'm trying to tell you…. I just had a life-changing **experience**!" She yelled hysterically behind me. "Good. Go do it over there. Leave me alone!" I said bitterly.

"Hey!" Felicia said as she easily somersaulted and alighted catlike in front of me, blocking my way.

"Jeez!" I said, thanking god that my mask lenses prevented Felicia from seeing me stare directly at her revealing costume. It's hard to look anywhere else. Did I mention I had a crush?

"Do you really think I'm pretty?" She asked demurely.

"Well, yeah," I admitted awkwardly, averting my eyes, blood rushing to my head, the mask hiding my obvious blush. God. I felt every one of my fifteen years at the moment. Um... Pi, to ten decimal places. Er, 3.14… dammit! Spandex can't hide what I'm thinking about. I felt my third 'web-shooter'(under my pants) tingling. Not good.

Black Cat smiled winningly. "Well, see, I didn't know."

"Yes, you _did_," I said, amused and nervous. Why did this feel like a game of cat and mouse between me and her? Probably because it was.

Black Cat moved forward, putting a finger up, that then rested on the area of my lips and nose. "You still mad at me?"

I tried to remember why I should be mad at her. It was hard. "Yes." I backed into a chimney as I tried to maintain my personal space. "Oof!"

"Where are you going now?" She asked with keen interest, as I felt her pressing a leg against my groin. 'Oh boy, oh boy!' I thought while sweating underneath the suit and the closeness of her body against mine.

"Uh... home." I replied with difficulty. 'To bed and to have those erotic fantasies of her and myself'. That was the wrong thing to think about.

"Can I come with you?" She suggested, pressing into me, bedroom eyes way too enticing. She was warm and very soft, just like I'd imagined. Bad imagination. Down boy.

I felt my mouth go dry. "Uh..."

"Can I?" She moved against me slowly and it grew harder to think.

"No." I squeaked.

"Do you want to kiss me?" She asked, as she pressed her leg closer, I could practically feel her knee rubbing against my crotch. 'Crap! I'm not wearing any underwear!' The realization made me very red and I let out a weak moan. That only encourages her to be more naughty.

'Oh my god…' I floundered. "Little bit." 'I can't move'. Like a deer in headlights.

"Let's do it." Felicia said, making her decision.

I frowned hesitantly under the mask, mind racing as I tried to figure out where this was leading. "W what?"

"Right here, right now. Kiss me" Black Cat whispered seductively, her breasts now pressed up against my chest and barely contained by the tight suit she wore. I tried to respond but words failed me. 'Oh my God'

Who this mystery man in my life really is? I want to see you. I want to _kiss_ you. I'm ready." Her breath was warm on my mask. Her lips loomed, begging to be kissed. Oh my god. I was trapped. Those headlights were on high beam and I was trapped in them.

"Right now" Her dangerously clawed gloves were gently at my throat, at the join between my mask and suit, pushing the mask up, exposing my neck. Teasing me and herself by pushing it up very slowly. "I want to unwrap my mystery present" she stated.

'Stop her. She's - she's unmasking you. Stop it. Well... she's oh my God. My feet are missing'.

"I'm going to do it, Spider-Man... I'm going to take off this mask and I'm going to kiss you." She purred.

'This is - no! This is -

I felt air first on my chin, then progressively on my lips, my nose and my brow as she slowly slid my mask up. With a last steady breath, she swifts it up, unmasking me completely. Revealing me completely to her. I saw her wide smile instantly fade for a mere seconds. I smiled shyly at her. She was mere inches away from my face, this seductress goddess of a woman. I could move in and get a quick second kiss, but that would've been foolish and not me. I was raised to be polite. After what seemed like minutes, she spoke and asked me in a softer tone: "H how old a are y you?"

Great. Just great. Whatever happened to the cat that just few seconds ago, was pinning me to the wall just to bang my brains out? I sighted. I had to be honest. Lying will only get me in more trouble. "I'm 1 15, f Felicia. I mean! M Ms. Hardy '' I corrected myself, making myself falsely believe that showing respect would gain her some sympathy and still turn her on.

She showed no emotion at first and only starred intently at me through the goggle lenses.

Felicia's P.O.V

The very deeper part of my thoughts warned me to not go through with it. 'He's only a kid, Felicia! You aren't this desperate! Don't do it!'.

While the other part, the one that is currently winning said: 'Come on, look at him! He worships your body and is instantly polite after you learned his age! And if what is underneath those pants has proven, is that he probably wants to let it out! He just needs a guiding hand to help him. Plus, he does have a nice ass and is more mature than most men in your life, Felicia'

She had to admit, the kid might not be what she expected, but he might be the only she needs right now. His cock was definitely something alright, or at least it felt like it. It was big and hard against her leg and seemed to be thick as well. She noticed he was awkwardly waiting for her answer and that his face was quite red. She smiled as the poor boy sweats. "Ohh spider, why didn't you say so earlier? I really don't mind doing this with you, despite the age gap. J just don't c cum when we get to the part with me on top of 'it', o okay?" She asked, as he sighs and let out a breath of relief. "O o okay, M ma'am., b but w what a are y you g gonna d do?" He asked cautiously.

I smirked and then slipped her hand inside his pants, grabbing a hold on his hard bulge. The boy moaned as my hands did the work, the gentle squeezing and as well as caressing it up and down, inside his pants. She purred as she felt his hard and big it was, unlikely for someone his age. But he wasn't just someone. He was Spider-Man(technically Spider-Boy, but his cock proved otherwise), for crying out loud.

"You're big-" I whispered as I ran a finger teasingly over the tip "But I bet you don't know how to use it. Let me teach you how" I then leaned in and bit down on the teen's neck firmly, teeth not breaking skin but still making him feel a mixture of pain and pleasure that was unknown to him until right this moment. His hips thrusted forward & I smiled against his neck and grabbed his cock firmly through the fabric, the pressure so overwhelming that he freezed and gulped down a knot he didn't knew he had in his throat.

"You need to learn to enjoy this-" I whispered against his neck and licked my way up to his ear, rejoicing on how the poor kid shivered like he was naked in the middle of the winter as she did "You can't and should never rush this kind of thing"

After about 2 minutes, she felt it building up. She backed her knee away from his balls as well as her body from him, but still firmly holding his huge and erected 'web-shooter'. Jerking his pants down in 5 seconds, she gave his cock a few gentle squeezes. He moans nonstop. "Ahhhhhh! I c can't l let I it o out.. h help!"

I chuckled. "Let me give you the incentive to let it out" with that said, I opened my mouth and took his cock in my mouth. It was fat, fresh and very hard. 'This kid is gonna go crazy now' she thought as her tongue begun jiggling around the sides. She looked at him in amusement as he closed his eyes and moaned as well as gasped when she roughly bites it at times. "G gonna… ahhhhhhhh!" He moaned loudly after 10 seconds, then lets it all out in her mouth. I take it all in, loving the sticky milk as it is drained in my mouth. Once the boy was done, he collapsed, sitting down on the floor. Groaning tiredly. I winked at him and he blushed badly. 'He's so cute!' I thought, glad now that I didn't reject him. After I finished sucking and licking his 'milk', I then slowly crept next to him. He stares at me, nervous about my next move. I smirked and then lifted his suit up, causing him to gasp. "Oh my my, what a body!" I said, admiring his physique, nails trailing on his chest and nipples. Then my hands rubbed his abs and belly. He shivered at my every touch and blushed harder. I giggled and then licked his nipples to get another reaction out of him. 'Priceless' I thought as he moaned and turned more red. I then put my arms around his neck and did what I promised I do earlier, pulling him close and kissing him hard. Our tongues tasting each other's mouths, as my boobs pressed close to the teen's now naked chest. He moaned through the kiss. Once I was done, he gasped briefly for air. Then smiled shyly at me. "God you are hot! And you are only 15!" I said with a chuckle. His mouth was sugarly. What he said next made me both shocked and proud?

"F fuck m me, M Ms. Hardy. I don't wanna be a virgin anymore" he said, with more determination but still sounding awkward in a cute way. "It seems we might have to go all out, kiddo. Let me take this pill then" I luckily had gotten a birth control pill with me in my pockets of my suit. I swallowed it and then eyed the kid again. I stood up and slowly pull my clothes apart, including my wig. After a minute, I was fully naked, my tits were exposed as was my vagina. I turned around and smirked, stretching out my body. His jaw was wide open. I laughed as he eventually came back to reality and slowly stands up. I motioned for him to come to me. He slowly walks up to me. I stood 3 feet taller than him. Smiling, I wrapped my arms tightly around his neck, my breasts practically gluing themselves to his naked chest. He moans again, softly. I whispered: "well spider, time to fill up your cat" He nods like a good boy and lifts my legs up, as they wrapped behind his waist. He positioned it around my pussy and then goes in. I moaned in pleasure.. this was gonna be a great night for them both..

**I know I ended it quite abruptly. But honestly, I just wanted to get this published. This is my first fic and I'm not necessarily planning to write in future any time soon. I hope someone more talented explores this idea and does a better job than me. But regardless, please tell me how I did:)**


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